Security Agreement
  (All Assets)





As of June __, 1999, for value received,  the undersigned  ("Debtor")  grants to
Comerica Bank ("Bank"),  a Michigan banking  corporation,  a continuing security
interest  in the  Collateral  (as  defined  below) to secure  payment  when due,
whether by stated maturity,  demand,  acceleration or otherwise, of all existing
and future indebtedness  ("Indebtedness") to the Bank of Pro Golf International,
Inc. ("Borrower") and/or Debtor. Indebtedness includes without limit any and all
obligations or liabilities  of the Borrower  and/or Debtor to the Bank,  whether
absolute or contingent, direct or indirect, voluntary or involuntary, liquidated
or unliquidated,  joint or several, known or unknown; any and all obligations or
liabilities  for which the Borrower  and/or Debtor would  otherwise be liable to
the Bank were it not for the invalidity or unenforceability of them by reason of
any  bankruptcy,  insolvency or other law, or for any other reason;  any and all
amendments,  modifications,  renewals and/or extensions of any of the above; all
costs incurred by Bank in establishing,  determining,  continuing,  or defending
the validity or priority of its security interest, or in pursuing its rights and
remedies  under this  Agreement  or under any other  agreement  between Bank and
Borrower and/or Debtor or in connection with any proceeding  involving Bank as a
result of any financial  accommodation to Borrower and/or Debtor;  and all other
costs of collecting Indebtedness,  including without limit attorney fees. Debtor
agrees to pay Bank all such costs incurred by the Bank, immediately upon demand,
and until  paid all costs  shall bear  interest  at the  highest  per annum rate
applicable  to any of the  Indebtedness,  but not in excess of the maximum  rate
permitted by law.  Any  reference  in this  Agreement to attorney  fees shall be
deemed a reference to reasonable fees,  costs, and expenses of both in-house and
outside counsel and  paralegals,  whether or not a suit or action is instituted,
and to court costs if a suit or action is instituted,  and whether attorney fees
or  court  costs  are  incurred  at the  trial  court  level,  on  appeal,  in a
bankruptcy, administrative or probate proceeding or otherwise.

1.    Collateral  shall mean all of the following  property  Debtor now or later
      owns or has an interest in, wherever located:

      (a)   all Accounts  Receivable (for purposes of this Agreement,  "Accounts
            Receivable" consists of all accounts,  general intangibles,  chattel
            paper,   contract   rights,   deposit   accounts,    documents   and
            instruments),

      (b)   all Inventory,

      (c)   all Equipment and Fixtures,

      (d)   specific  items listed below and/or on attached  Schedule A, if any,
            is/are also included in Collateral:

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      (e)   all goods,  instruments,  documents,  policies and  certificates  of
            insurance,  deposits,  money,  investment property or other property
            (except real property which is not a fixture) which are now or later
            in  possession  or control of Bank, or as to which Bank now or later
            controls possession by documents or otherwise, and

      (f)   all  additions,   attachments,   accessions,   parts,  replacements,
            substitutions,  renewals, interest, dividends, distributions, rights
            of any  kind  (including  but not  limited  to stock  splits,  stock
            rights, voting and preferential rights),  products,  and proceeds of
            or pertaining to the above including,  without limit,  cash or other
            property  which were  proceeds  and are  recovered  by a  bankruptcy
            trustee or otherwise as a preferential transfer by Debtor.

2.    Warranties,  Covenants  and  Agreements.  Debtor  warrants,  covenants and
      agrees as follows:

      2.1   Debtor shall  furnish to Bank,  in form and at intervals as Bank may
            request,  any information Bank may reasonably request and allow Bank
            to examine,  inspect,  and copy any of Debtor's  books and  records.
            Debtor  shall,  at the  request of Bank,  mark its  records  and the
            Collateral to clearly  indicate the security  interest of Bank under
            this Agreement.

      2.2   At the time any Collateral becomes, or is represented to be, subject
            to a security  interest in favor of Bank,  Debtor shall be deemed to
            have warranted that (a) Debtor is the lawful owner of the Collateral
            and has the right and authority to subject it to a security interest
            granted  to  Bank;  (b) none of the  Collateral  is  subject  to any
            security  interest other than that in favor of Bank and there are no
            financing  statements on file,  other than in favor of Bank; and (c)
            Debtor  acquired its rights in the Collateral in the ordinary course
            of its business.



<PAGE>




      2.3   Debtor will keep the  Collateral  free at all times from all claims,
            liens, security interests and encumbrances other than those in favor
            of Bank. Debtor will not, without the prior written consent of Bank,
            sell,  transfer  or  lease,  or permit  to be sold,  transferred  or
            leased,  any or all of the  Collateral,  except for Inventory in the
            ordinary course of its business and will not return any Inventory to
            its  supplier.  Bank or its  representatives  may at all  reasonable
            times inspect the  Collateral  and may enter upon all premises where
            the Collateral is kept or might be located.

      2.4   Debtor will do all acts and will execute or cause to be executed all
            writings  requested  by Bank to  establish,  maintain and continue a
            perfected  and first  security  interest of Bank in the  Collateral.
            Debtor  agrees that Bank has no obligation to acquire or perfect any
            lien on or security  interest  in any  asset(s),  whether  realty or
            personalty, to secure payment of the Indebtedness, and Debtor is not
            relying  upon  assets in which the Bank may have a lien or  security
            interest for payment of the Indebtedness.

      2.5   Debtor  will pay  within  the  time  that  they can be paid  without
            interest or penalty all taxes, assessments and similar charges which
            at any time are or may become a lien,  charge,  or encumbrance  upon
            any  Collateral,  except to the extent  contested  in good faith and
            bonded in a manner  satisfactory to Bank. If Debtor fails to pay any
            of these taxes,  assessments,  or other charges in the time provided
            above,  Bank has the option  (but not the  obligation)  to do so and
            Debtor  agrees to repay all amounts so expended by Bank  immediately
            upon demand,  together with interest at the highest  lawful  default
            rate which could be charged by Bank on any Indebtedness.

      2.6   Debtor will keep the  Collateral in good  condition and will protect
            it from loss,  damage, or deterioration  from any cause.  Debtor has
            and will  maintain at all times (a) with respect to the  Collateral,
            insurance  under an "all risk"  policy  against fire and other risks
            customarily insured against,  and (b) public liability insurance and
            other insurance as may be required by law or reasonably  required by
            Bank, all of which insurance  shall be in amount,  form and content,
            and written by companies as may be satisfactory to Bank,  containing
            a lender's loss payable endorsement  acceptable to Bank. Debtor will
            deliver to Bank  immediately  upon demand  evidence  satisfactory to
            Bank that the required insurance has been procured.  If Debtor fails
            to maintain satisfactory insurance, Bank has the option (but not the
            obligation)  to do so and  Debtor  agrees  to repay all  amounts  so
            expended by Bank immediately upon demand,  together with interest at
            the highest  lawful  default  rate which could be charged by Bank on
            any Indebtedness.
<PAGE>

      2.7   On each  occasion  on which  Debtor  evidences  to Bank the  account
            balances  on and the nature and extent of the  Accounts  Receivable,
            Debtor  shall be deemed to have  warranted  that except as otherwise
            indicated  (a)  each of  those  Accounts  Receivable  is  valid  and
            enforceable  without  performance  by Debtor of any act; (b) each of
            those account  balances are in fact owing, (c) there are no setoffs,
            recoupments,  credits,  contra  accounts,  counterclaims or defenses
            against any of those  Accounts  Receivable,  (d) as to any  Accounts
            Receivable  represented by a note, trade acceptance,  draft or other
            instrument or by any chattel  paper or document,  the same have been
            endorsed  and/or  delivered  by Debtor to Bank,  (e)  Debtor has not
            received with respect to any Account  Receivable,  any notice of the
            death  of the  related  account  debtor,  nor  of  the  dissolution,
            liquidation, termination of existence, insolvency, business failure,
            appointment  of a  receiver  for,  assignment  for  the  benefit  of
            creditors  by, or filing of a petition in  bankruptcy by or against,
            the  account  debtor,  and (f) as to each  Account  Receivable,  the
            account  debtor is not an affiliate of Debtor,  the United States of
            America or any  department,  agency or  instrumentality  of it, or a
            citizen  or  resident  of any  jurisdiction  outside  of the  United
            States.  Debtor  will do all  acts  and will  execute  all  writings
            requested by Bank to perform,  enforce  performance  of, and collect
            all Accounts  Receivable.  Debtor shall  neither make nor permit any
            modification,  compromise or substitution for any Account Receivable
            without the prior written  consent of Bank.  Debtor shall, at Bank's
            request,  arrange for verification of Accounts  Receivable  directly
            with account debtors or by other methods acceptable to Bank.

      2.8   Debtor  at  all  times  shall  be  in  strict  compliance  with  all
            applicable  laws,  including  without  limit any  laws,  ordinances,
            directives,  orders,  statutes, or regulations an object of which is
            to  regulate  or  improve   health,   safety,   or  the  environment
            ("Environmental Laws").

      2.9   If Bank,  acting in its sole  discretion,  redelivers  Collateral to
            Debtor or Debtor's designee for the purpose of (a) the ultimate sale
            or exchange thereof;  or (b) presentation,  collection,  renewal, or
            registration  of  transfer  thereof;  or  (c)  loading,   unloading,
            storing,  shipping,  transshipping,   manufacturing,  processing  or
            otherwise  dealing with it  preliminary  to sale or  exchange;  such
            redelivery  shall be in trust for the  benefit of Bank and shall not
            constitute  a release of Bank's  security  interest  in it or in the
            proceeds or products  of it unless  Bank  specifically  so agrees in
            writing. If Debtor requests any such redelivery, Debtor will deliver
            with such request a duly  executed  financing  statement in form and
            substance  satisfactory  to Bank. Any proceeds of Collateral  coming
            into Debtor's possession as a result of any such redelivery shall be
            held in  trust  for  Bank  and  immediately  delivered  to Bank  for
            application on the  Indebtedness.  Bank may (in its sole discretion)
            deliver any or all of the Collateral to Debtor, and such delivery by
            Bank shall discharge Bank from all liability or  responsibility  for
            such  Collateral.  Bank, at its option,  may require delivery of any
            Collateral to Bank at any time with such endorsements or assignments
            of the Collateral as Bank may request.



<PAGE>


      2.10  At any time and without notice, Bank may (a) cause any or all of the
            Collateral  to be  transferred  to its  name  or to the  name of its
            nominees;  (b) receive or collect by legal  proceedings or otherwise
            all dividends,  interest,  principal payments and other sums and all
            other  distributions at any time payable or receivable on account of
            the Collateral,  and hold the same as Collateral,  or apply the same
            to the Indebtedness,  the manner and distribution of the application
            to be in the sole  discretion of Bank; (c) enter into any extension,
            subordination,  reorganization,  deposit,  merger  or  consolidation
            agreement  or any  other  agreement  relating  to or  affecting  the
            Collateral,  and deposit or surrender control of the Collateral, and
            accept  other  property in exchange for the  Collateral  and hold or
            apply the property or money so received pursuant to this Agreement.

      2.11  Bank may assign any of the  Indebtedness  and  deliver any or all of
            the Collateral to its assignee,  who then shall have with respect to
            Collateral so delivered all the rights and powers of Bank under this
            Agreement,  and after that Bank shall be fully  discharged  from all
            liability   and   responsibility   with  respect  to  Collateral  so
            delivered.

      2.12  Debtor delivers this Agreement based solely on Debtor's  independent
            investigation  of (or decision  not to  investigate)  the  financial
            condition  of  Borrower  and  is  not  relying  on  any  information
            furnished by Bank. Debtor assumes full  responsibility for obtaining
            any  further   information   concerning  the  Borrower's   financial
            condition,  the status of the Indebtedness or any other matter which
            the  undersigned  may deem  necessary or  appropriate  now or later.
            Debtor  waives any duty on the part of Bank,  and agrees that Debtor
            is not  relying  upon nor  expecting  Bank to disclose to Debtor any
            fact now or later known by Bank,  whether relating to the operations
            or condition of Borrower,  the  existence,  liabilities or financial
            condition of any guarantor of the  Indebtedness,  the  occurrence of
            any  default  with  respect  to  the  Indebtedness,   or  otherwise,
            notwithstanding  any effect such fact may have upon Debtor's risk or
            Debtor's rights against Borrower.  Debtor knowingly accepts the full
            range of risk  encompassed  in this  Agreement,  which risk includes
            without limit the possibility  that Borrower may incur  Indebtedness
            to Bank after the  financial  condition of Borrower,  or  Borrower's
            ability to pay debts as they mature, has deteriorated.

      2.13  Debtor  shall  defend,   indemnify  and  hold  harmless   Bank,  its
            employees, agents, shareholders, affiliates, officers, and directors
            from and  against  any and all  claims,  damages,  fines,  expenses,
            liabilities or causes of action of whatever kind,  including without
            limit consultant fees, legal expenses,  and attorney fees,  suffered
            by any of them as a direct  or  indirect  result  of any  actual  or
            asserted   violation   of  any  law,   including,   without   limit,
            Environmental  Laws, or of any remediation  relating to any property
            required by any law, including without limit Environmental Laws.
<PAGE>

3.    Collection of Proceeds.

      3.1   Debtor agrees to collect and enforce payment of all Collateral until
            Bank shall direct Debtor to the contrary. Immediately upon notice to
            Debtor by Bank and at all times after that,  Debtor  agrees to fully
            and  promptly  cooperate  and  assist  Bank  in the  collection  and
            enforcement  of all  Collateral  and to hold in  trust  for Bank all
            payments  received in connection  with Collateral and from the sale,
            lease or other  disposition of any Collateral,  all rights by way of
            suretyship  or  guaranty  and all  rights in the nature of a lien or
            security   interest   which  Debtor  now  or  later  has   regarding
            Collateral. Immediately upon and after such notice, Debtor agrees to
            (a)  endorse to Bank and  immediately  deliver to Bank all  payments
            received on Collateral or from the sale, lease or other  disposition
            of any  Collateral  or arising from any other rights or interests of
            Debtor in the  Collateral,  in the form  received by Debtor  without
            commingling  with any other funds,  and (b)  immediately  deliver to
            Bank all  property  in  Debtor's  possession  or later  coming  into
            Debtor's  possession  through  enforcement  of  Debtor's  rights  or
            interests in the Collateral.  Debtor irrevocably  authorizes Bank or
            any Bank  employee  or agent to endorse  the name of Debtor upon any
            checks  or  other  items  which  are  received  in  payment  for any
            Collateral,  and to do any and all  things  necessary  in  order  to
            reduce  these  items to  money.  Bank  shall  have no duty as to the
            collection or protection of Collateral or the proceeds of it, nor as
            to the  preservation  of  any  related  rights,  beyond  the  use of
            reasonable care in the custody and preservation of Collateral in the
            possession  of Bank.  Debtor  agrees to take all steps  necessary to
            preserve   rights   against   prior  parties  with  respect  to  the
            Collateral. Nothing in this Section 3.1 shall be deemed a consent by
            Bank to any sale, lease or other disposition of any Collateral.



      3.2   Debtor agrees that  immediately  upon Bank's request (whether or not
            any  Event  of  Default  exists)  the  Indebtedness  shall  be  on a
            "remittance  basis" as  follows:  Debtor  shall at its sole  expense
            establish and maintain (and Bank, at Bank's option may establish and
            maintain at Debtor's expense): (a) an United States Post Office lock
            box (the "Lock Box"), to which Bank shall have exclusive  access and
            control.  Debtor  expressly  authorizes  Bank, from time to time, to
            remove  contents  from the Lock Box, for  disposition  in accordance
            with this Agreement. Debtor agrees to notify all account debtors and
            other  parties  obligated to Debtor that all payments made to Debtor
            (other  than  payments  by  electronic   funds  transfer)  shall  be
            remitted,  for the  credit of  Debtor,  to the Lock Box,  and Debtor
            shall  include  a  like  statement  on  all  invoices;   and  (b)  a
            non-interest bearing deposit account with Bank which shall be titled
            as designated by Bank (the "Cash Collateral  Account") to which Bank
            shall have exclusive access and control. Debtor agrees to notify all
            account  debtors  and other  parties  obligated  to Debtor  that all
            payments  made to  Debtor  by  electronic  funds  transfer  shall be
            remitted  to the Cash  Collateral  Account,  and  Debtor,  at Bank's
            request,  shall  include a like  statement on all  invoices.  Debtor
            shall execute all documents and  authorizations  as required by Bank
            to  establish  and  maintain  the Lock  Box and the Cash  Collateral
            Account.

      3.3   All items or amounts which are remitted to the Lock Box, to the Cash
            Collateral  Account, or otherwise delivered by or for the benefit of
            Debtor to Bank on account of  partial  or full  payment  of, or with
            respect to, any Collateral  shall, at Bank's option,  (i) be applied
            to the payment of the Indebtedness, whether then due or not, in such
            order or at such time of  application  as Bank may  determine in its
            sole  discretion,  or,  (ii) be  deposited  to the  Cash  Collateral
            Account. Debtor agrees that Bank shall not be liable for any loss or
            damage which Debtor may suffer as a result of Bank's  processing  of
            items or its  exercise of any other  rights or  remedies  under this
            Agreement,   including  without  limitation  indirect,   special  or
            consequential  damages,  loss of revenues or profits,  or any claim,
            demand or action by any third party  arising out of or in connection
            with the  processing of items or the exercise of any other rights or
            remedies under this  Agreement.  Debtor agrees to indemnify and hold
            Bank harmless from and against all such third party claims,  demands
            or actions,  and all related  expenses  or  liabilities,  including,
            without limitation, attorney fees.
<PAGE>

4. Defaults, Enforcement and Application of Proceeds.

      4.1   Upon the  occurrence of any of the following  events (each an "Event
            of Default"), Debtor shall be in default under this Agreement:

      (a)   Any failure to pay the Indebtedness or any other  indebtedness  when
            due,  or  such  portion  of it as may be  due,  by  acceleration  or
            otherwise; or

      (b)   Any  failure  or  neglect  to comply  with,  or breach of or default
            under,  any  term of  this  Agreement,  or any  other  agreement  or
            commitment between Borrower,  Debtor, or any guarantor of any of the
            Indebtedness ("Guarantor") and Bank; or

      (c)   Any  warranty,   representation,   financial  statement,   or  other
            information  made,  given or  furnished  to Bank by or on  behalf of
            Borrower,  Debtor, or any Guarantor shall be, or shall prove to have
            been, false or materially misleading when made, given, or furnished;
            or

      (d)   Any loss,  theft,  substantial  damage or  destruction  to or of any
            Collateral,  or the  issuance  or  filing of any  attachment,  levy,
            garnishment or the commencement of any proceeding in connection with
            any  Collateral  or of any other  judicial  process  of,  upon or in
            respect of Borrower, Debtor, any Guarantor, or any Collateral; or

     (e)  Sale or other disposition by Borrower, Debtor, or any Guarantor of any
          substantial portion of its assets or property or voluntary  suspension
          of the transaction of business by Borrower,  Debtor, or any Guarantor,
          or   death,   dissolution,    termination   of   existence,    merger,
          consolidation,  insolvency,  business  failure,  or assignment for the
          benefit of creditors of or by Borrower,  Debtor, or any Guarantor;  or
          commencement of any proceedings under any state or federal  bankruptcy
          or  insolvency  laws or laws for the  relief of  debtors by or against
          Borrower,  Debtor, or any Guarantor; or the appointment of a receiver,
          trustee,  court appointee,  sequestrator or otherwise,  for all or any
          part of the property of Borrower, Debtor, or any Guarantor; or

      (f)   Bank deems the margin of Collateral insufficient or itself insecure,
            in  good  faith  believing  that  the  prospect  of  payment  of the
            Indebtedness  or  performance of this Agreement is impaired or shall
            fear deterioration, removal, or waste of Collateral.
<PAGE>

      4.2   Upon  the  occurrence  of any  Event  of  Default,  Bank  may at its
            discretion  and without prior notice to Debtor declare any or all of
            the  Indebtedness to be immediately due and payable,  and shall have
            and  may  exercise  any  one or more  of the  following  rights  and
            remedies:

      (a)   Exercise all the rights and remedies  upon default,  in  foreclosure
            and otherwise,  available to secured parties under the provisions of
            the Uniform Commercial Code and other applicable law;

      (b)   Institute legal  proceedings to foreclose upon the lien and security
            interest  granted by this  Agreement,  to recover  judgment  for all
            amounts then due and owing as Indebtedness,  and to collect the same
            out of any Collateral or the proceeds of any sale of it;

      (c)   Institute  legal  proceedings  for the sale,  under the  judgment or
            decree  of  any  court  of  competent  jurisdiction,  of  any or all
            Collateral; and/or

     (d)  Personally  or by agents,  attorneys,  or  appointment  of a receiver,
          enter upon any premises where Collateral may then be located, and take
          possession of all or any of it and/or render it unusable;  and without
          being  responsible  for  loss  or  damage  to such  Collateral,  hold,
          operate,  sell,  lease,  or dispose of all or any Collateral at one or
          more public or private sales, leasings or other disposition, at places
          and times and on terms and  conditions  as Bank may deem fit,  without
          any previous demand or  advertisement;  and except as provided in this
          Agreement,  all  notice  of  sale,  lease or  other  disposition,  and
          advertisement,  and  other  notice or  demand,  any right or equity of
          redemption, and any obligation of a prospective purchaser or lessee to
          inquire  as to the  power and  authority  of Bank to sell,  lease,  or
          otherwise  dispose of the Collateral or as to the  application by Bank
          of the  proceeds  of sale  or  otherwise,  which  would  otherwise  be
          required  by,  or  available  to  Debtor  under,  applicable  law  are
          expressly waived by Debtor to the fullest extent permitted.

          At any sale  pursuant to this Section 4.2,  whether under the power of
          sale, by virtue of judicial proceedings or otherwise,  it shall not be
          necessary for Bank or a public  officer under order of a court to have
          present physical or constructive  possession of Collateral to be sold.
          The recitals  contained in any conveyances and receipts made and given
          by Bank or the  public  officer  to any  purchaser  at any  sale  made
          pursuant  to  this  Agreement   shall,  to  the  extent  permitted  by
          applicable law,  conclusively  establish the truth and accuracy of the
          matters stated  (including,  without  limit,  as to the amounts of the
          principal  of  and  interest  on the  Indebtedness,  the  accrual  and
          nonpayment of it and  advertisement  and conduct of the sale); and all
          prerequisites to the sale shall be presumed to have been satisfied and
          performed. Upon any sale of any Collateral, the receipt of the officer
          making  the  sale  under  judicial  proceedings  or of Bank  shall  be
          sufficient  discharge to the purchaser for the purchase money, and the
          purchaser  shall not be  obligated  to see to the  application  of the
          money.  Any sale of any  Collateral  under this  Agreement  shall be a
          perpetual bar against Debtor with respect to that Collateral.
<PAGE>

      4.3   Debtor shall at the request of Bank,  notify the account  debtors or
            obligors of Bank's  security  interest in the  Collateral and direct
            payment of it to Bank. Bank may, itself,  upon the occurrence of any
            Event of Default so notify and direct any account debtor or obligor.

      4.4   The  proceeds  of  any  sale  or  other  disposition  of  Collateral
            authorized by this Agreement shall be applied by Bank first upon all
            expenses   authorized  by  the  Uniform   Commercial  Code  and  all
            reasonable  attorney fees and legal  expenses  incurred by Bank; the
            balance of the  proceeds of the sale or other  disposition  shall be
            applied in the payment of the Indebtedness,  first to interest, then
            to principal,  then to remaining  Indebtedness  and the surplus,  if
            any, shall be paid over to Debtor or to such other  person(s) as may
            be entitled to it under  applicable  law. Debtor shall remain liable
            for any  deficiency,  which it shall  pay to Bank  immediately  upon
            demand.

      4.5   Nothing in this Agreement is intended, nor shall it be construed, to
            preclude Bank from pursuing any other remedy provided by law for the
            collection of the  Indebtedness or for the recovery of any other sum
            to which Bank may be entitled  for the breach of this  Agreement  by
            Debtor. Nothing in this Agreement shall reduce or release in any way
            any rights or security  interests of Bank  contained in any existing
            agreement between Borrower, Debtor, or any Guarantor and Bank.

      4.6   No waiver  of  default  or  consent  to any act by  Debtor  shall be
            effective  unless in writing and signed by an authorized  officer of
            Bank. No waiver of any default or forbearance on the part of Bank in
            enforcing any of its rights under this Agreement  shall operate as a
            waiver  of any  other  default  or of the same  default  on a future
            occasion or of any rights.

      4.7   Debtor  irrevocably  appoints  Bank  or any  agent  of  Bank  (which
            appointment  is  coupled  with an  interest)  the  true  and  lawful
            attorney of Debtor  (with full power of  substitution)  in the name,
            place and stead of, and at the expense of, Debtor:

      (a)   to demand,  receive,  sue for, and give receipts or acquittances for
            any moneys due or to become due on any Collateral and to endorse any
            item representing any payment on or proceeds of the Collateral;

      (b)   to  execute  and file in the name of and on  behalf  of  Debtor  all
            financing  statements or other filings deemed necessary or desirable
            by Bank to evidence,  perfect,  or continue  the security  interests
            granted in this Agreement; and

      (c)   to do and perform any act on behalf of Debtor  permitted or required
            under this Agreement.
<PAGE>

      4.8   Upon the occurrence of an Event of Default, Debtor also agrees, upon
            request of Bank, to assemble the Collateral and make it available to
            Bank at any place designated by Bank which is reasonably  convenient
            to Bank and Debtor.

5.    Miscellaneous.

      5.1   Until Bank is advised  in  writing  by Debtor to the  contrary,  all
            notices,  requests and demands  required  under this Agreement or by
            law  shall be given to, or made  upon,  Debtor at the first  address
            indicated in Section 5.15 below.

      5.2   Debtor will give Bank not less than 90 days prior written  notice of
            all  contemplated  changes in Debtor's name,  chief executive office
            location, and/or location of any Collateral,  but the giving of this
            notice shall not cure any Event of Default caused by this change.

      5.3   Bank assumes no duty of  performance or other  responsibility  under
            any contracts contained within the Collateral.

      5.4   Bank has the right to sell,  assign,  transfer,  negotiate  or grant
            participations  or any interest  in, any or all of the  Indebtedness
            and any related obligations, including without limit this Agreement.
            In connection  with the above,  but without  limiting its ability to
            make  other  disclosures  to the  full  extent  allowable,  Bank may
            disclose all documents and  information  which Bank now or later has
            relating to Debtor,  the  Indebtedness  or this  Agreement,  however
            obtained.  Debtor further  agrees that Bank may provide  information
            relating  to this  Agreement  or  relating  to Debtor to the  Bank's
            parent, affiliates, subsidiaries, and service providers.

      5.5   In addition to Bank's other rights, any indebtedness owing from Bank
            to Debtor can be set off and applied by Bank on any  Indebtedness at
            any time(s) either before or after maturity or demand without notice
            to anyone.

      5.6   Debtor waives any right to require the Bank to: (a) proceed  against
            any person or property; (b) give notice of the terms, time and place
            of any public or private  sale of personal  property  security  held
            from  Borrower or any other  person,  or  otherwise  comply with the
            provisions of Section 9-504 of the Uniform  Commercial  Code; or (c)
            pursue any other remedy in the Bank's power. Debtor waives notice of
            acceptance  of this  Agreement  and  presentment,  demand,  protest,
            notice of protest,  dishonor, notice of dishonor, notice of default,
            notice  of  intent  to   accelerate   or  demand   payment   of  any
            Indebtedness,  any and all other  notices  to which the  undersigned
            might  otherwise  be  entitled,  and  diligence  in  collecting  any
            Indebtedness,  and agree(s) that the Bank may, once or any number of
            times,  modify the terms of any  Indebtedness,  compromise,  extend,
            increase,  accelerate, renew or forbear to enforce payment of any or
            all   Indebtedness,   or  permit   Borrower   to  incur   additional
            Indebtedness,  all without notice to Debtor and without affecting in
            any  manner  the  unconditional  obligation  of  Debtor  under  this
            Agreement.  Debtor  unconditionally  and irrevocably waives each and
            every  defense and setoff of any nature which,  under  principles of
            guaranty or  otherwise,  would  operate to impair or diminish in any
            way the obligation of Debtor under this Agreement,  and acknowledges
            that  such  waiver  is by  this  reference  incorporated  into  each
            security  agreement,  collateral  assignment,  pledge  and/or  other
            document  from Debtor now or later  securing the  Indebtedness,  and
            acknowledges  that as of the date of this  Agreement no such defense
            or setoff exists.
<PAGE>

      5.7   Debtor waives any and all rights (whether by subrogation, indemnity,
            reimbursement,  or  otherwise)  to recover from Borrower any amounts
            paid or the value of any Collateral given by Debtor pursuant to this
            Agreement.

      5.8   In the event that  applicable  law shall obligate Bank to give prior
            notice to Debtor of any  action to be taken  under  this  Agreement,
            Debtor  agrees that a written  notice  given to Debtor at least five
            days  before the date of the act shall be  reasonable  notice of the
            act and, specifically, reasonable notification of the time and place
            of any public  sale or of the time  after  which any  private  sale,
            lease, or other  disposition is to be made,  unless a shorter notice
            period is  reasonable  under the  circumstances.  A notice  shall be
            deemed to be given under this  Agreement when delivered to Debtor or
            when placed in an envelope  addressed to Debtor and deposited,  with
            postage prepaid,  in a post office or official  depository under the
            exclusive  care and custody of the United States  Postal  Service or
            delivered to an overnight courier. The mailing shall be by overnight
            courier, certified, or first class mail.

      5.9   Notwithstanding  any prior revocation,  termination,  surrender,  or
            discharge of this Agreement in whole or in part,  the  effectiveness
            of this Agreement shall  automatically  continue or be reinstated in
            the event  that any  payment  received  or  credit  given by Bank in
            respect of the  Indebtedness  is returned,  disgorged,  or rescinded
            under any applicable law, including, without limitation,  bankruptcy
            or  insolvency  laws,  in  which  case  this  Agreement,   shall  be
            enforceable  against  Debtor  as  if  the  returned,  disgorged,  or
            rescinded  payment or credit had not been received or given by Bank,
            and  whether  or not Bank  relied  upon  this  payment  or credit or
            changed  its  position  as a  consequence  of it.  In the  event  of
            continuation or reinstatement of this Agreement,  Debtor agrees upon
            demand by Bank to execute and deliver to Bank those  documents which
            Bank determines are  appropriate to further  evidence (in the public
            records or otherwise) this continuation or  reinstatement,  although
            the  failure  of  Debtor  to do so shall  not  affect in any way the
            reinstatement or continuation.

      5.10  This  Agreement  and all the rights and  remedies of Bank under this
            Agreement  shall  inure to the  benefit  of  Bank's  successors  and
            assigns and to any other holder who derives from Bank title to or an
            interest  in the  Indebtedness  or any portion of it, and shall bind
            Debtor and the heirs, legal representatives, successors, and assigns
            of Debtor.  Nothing in this Section 5.10 is deemed a consent by Bank
            to any assignment by Debtor.

      5.11  If there is more than one Debtor,  all undertakings,  warranties and
            covenants  made by Debtor and all  rights,  powers  and  authorities
            given to or  conferred  upon  Bank are  made or  given  jointly  and
            severally.



<PAGE>


      5.12  Except as otherwise  provided in this  Agreement,  all terms in this
            Agreement  have the  meanings  assigned  to them in  Article  9 (or,
            absent definition in Article 9, in any other Article) of the Uniform
            Commercial Code.  "Uniform Commercial Code" means Act No. 174 of the
            Michigan Public Acts of 1962, as amended.

      5.13  No single or  partial  exercise,  or delay in the  exercise,  of any
            right or power under this Agreement, shall preclude other or further
            exercise  of  the  rights  and  powers  under  this  Agreement.  The
            unenforceability of any provision of this Agreement shall not affect
            the  enforceability  of  the  remainder  of  this  Agreement.   This
            Agreement  constitutes the entire  agreement of Debtor and Bank with
            respect to the subject  matter of this  Agreement.  No  amendment or
            modification  of this Agreement  shall be effective  unless the same
            shall be in writing and signed by Debtor and an  authorized  officer
            of Bank.  This  Agreement  shall be  governed  by and  construed  in
            accordance with the internal laws of the State of Michigan,  without
            regard to conflict of laws principles.

      5.14  To the extent that any of the  Indebtedness  is payable upon demand,
            nothing  contained  in this  Agreement  shall  modify  the terms and
            conditions of that Indebtedness nor shall anything contained in this
            Agreement  prevent Bank from making demand,  without notice and with
            or  without  reason,  for  immediate  payment  of any or all of that
            Indebtedness at any time(s),  whether or not an Event of Default has
            occurred.

     5.15  Debtor's chief executive office is located and shall be maintained at


            7001 Orchard Lake Road, Suite 424
            -----------------------------------
            STREET ADDRESS

            West Bloomfield   Michigan      48322                Oakland
            --------------------------------------------------------------------
               CITY           STATE       ZIP CODE                COUNTY

        If Collateral is located at other than the chief executive office,  such
Collateral is located and shall be maintained at


--------------------------------------------------------------------------------
        STREET ADDRESS


--------------------------------------------------------------------------------
        CITY                                  STATE            ZIP
CODE                         COUNTY

        Collateral shall be maintained only at the locations  identified in this
Section 5.15.

    5.16   A carbon,  photographic or other reproduction of this Agreement shall
           be sufficient as a financing  statement under the Uniform  Commercial
           Code and may be filed by Bank in any filing office.

    5.17   This  Agreement   shall  be  terminated  only  by  the  filing  of  a
           termination statement in accordance with the applicable provisions of
           the Uniform Commercial Code, but the obligations contained in Section
           2.13 of this Agreement shall survive termination.

6.  DEBTOR  AND  BANK  ACKNOWLEDGE  THAT  THE  RIGHT  TO  TRIAL  BY  JURY  IS  A
    CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING
    (OR HAVING HAD THE  OPPORTUNITY  TO CONSULT)  WITH COUNSEL OF THEIR  CHOICE,
    KNOWINGLY AND VOLUNTARILY,  AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
    TRIAL BY JURY IN THE  EVENT  OF  LITIGATION  REGARDING  THE  PERFORMANCE  OR
    ENFORCEMENT   OF,  OR  IN  ANY  WAY  RELATED  TO,  THIS   AGREEMENT  OR  THE
    INDEBTEDNESS.







<PAGE>






 .   Special Provisions Applicable to this Agreement. (*None, if left blank)



                                     Debtor:

                                     PRO GOLF OF AMERICA, INC.




By:________________________________________________________________
                                  SIGNATURE OF


Its:_______________________________________________________________
                                TITLE (If applicable)



By:________________________________________________________________
                                  SIGNATURE OF



Its:_______________________________________________________________
                                TITLE (If applicable)